China XLX Fertiliser Ltd

CORPORATE GOVERNANCE REPORTChina XLX Fertiliser Ltd. (the “Company”) is committed to achieving and maintaining high standards of corporategovernance principles and processes in managing the business and affairs, so as to improve the performance,accountability, and transparency of the Company.This corporate governance report sets out how the Company has applied the principles of good corporategovernance in a disclosure-based regime where accountability of the Board to the Company’s shareholders andthe Management to the Board provides the framework for achieving a mutually beneficial tripartite relationshipaimed at creating, enhancing and growing sustainable shareholders’ value.BOARD MATTERSThe Board’s Conduct of its AffairsPrinciple 1: Every company should be headed by an effective Board to lead and control the company. The Boardis collectively responsible for the success of the company. The Board works with Management to achieve this andthe Management remains accountable to the Board.The Board of Directors (the “Board”) comprises 3 Executive Directors and 3 Independent Directors having theappropriate mix of core competencies and diversity of experience to direct and lead the Company. As at the dateof this report, the Board comprises the following members:Mr Liu XingxuMadam Yan YunhuaMr Li BuwenMr Ong Kian GuanMr Li ShengxiaoMr Ong Wei Jin(Chief Executive Officer and Executive Chairman)(Chief Financial Officer and Executive Director)(Executive Director)(Lead Independent Director)(Independent Director)(Independent Director)The primary role of the Board is to protect and enhance long-term shareholders’ value. It sets the corporatestrategies of the Group, sets directions and goals for the Management. It supervises the Management andmonitors performance of these goals to enhance shareholders’ value. The Board is responsible for the overallcorporate governance of the Group.Regular meetings are held to deliberate the strategic policies of the Company including significant acquisitionsand disposals, review and approve annual budgets, review the performance of the business and approve the publicrelease of periodic financial results.The Board has formed specialized Committees namely the Audit Committee, the Nominating Committee and theRemuneration Committee to assist in carrying out and discharging its duties and responsibilities efficiently andeffectively.These Committees function within clearly defined terms of references and operating procedures, which arereviewed on a regular basis. The effectiveness of each Committee is also constantly reviewed by the Board.China XLX Fertiliser Ltd.25